ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2009

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 000-23975

FIRST NIAGARA FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

42-1556195

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

726 Exchange Street, Suite 618, Buffalo, NY

14210

(Address of Principal Executive Offices)

(Zip Code)

(716) 819-5500
(Registrants telephone number)

Securities Registered Pursuant to Section 12(b) of the Act:

Common Stock, par value $0.01 per share

The NASDAQ Stock Market LLC

(Title of Class)

(Name of Exchange on which Registered)

Securities Registered Pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. YES þ NO o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. YES o NO þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or
for such shorter period that the Registrant was required to file such reports) and (2) has been
subject to such requirements for the past 90 days. YES þ NO o

Indicate by check mark whether the Registrant has submitted electronically and posted on its
corporate website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). YES o NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or
a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). YES o NO þ

As of February 22, 2010, there were issued and outstanding 188,515,378 shares of the Registrants
Common Stock. The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant, computed by reference to the last sale price on June 30, 2009, as
reported by The NASDAQ Stock Market LLC, was approximately $1,690,881,892.

This Amendment No. 1 on Form 10-K/A is made to include information required by Item 404(a) of
Regulation S-K for loans or extensions of credit in excess of $120,000 to executive officers and
directors.

Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment
amends the Original Filing and contains new certifications pursuant to Section 302 and 906 of the
Sarbanes-Oxley Act of 2002. This Amendment continues to speak as of the date of the original
filing, and First Niagara Financial Group, Inc. has not updated the disclosure contained therein to
reflect events that have occurred since the filing of the Original Filing. Accordingly, this
Amendment should be read in conjunction with First Niagara Financial Group, Incs. other filings
made with the United States Securities Exchange Commission subsequent to the filing of the Original
Filing, including any amendments to those filings.

Information regarding certain relationships and related transactions, and director independence in
the Proxy Statement for the 2010 Annual Meeting of Stockholders is incorporated herein by
reference, as supplemented by the following information.

The schedule below sets forth the information required by subparagraphs (1) through (6) of Item
404(a) with respect to the loans or extensions of credit in excess of $120,000 to executive
officers and directors. With the exception of mortgage loans, all other credit extended to
employees and directors is made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable loans with
persons not related to us. Because mortgage loans are the only loans that we extend to executive officers, directors
and employees on terms that are not substantially the same as those prevailing for comparable loans
where the person is not related to us, the table below includes information only with respect to
mortgage loans. All of our directors and employees, including executive officers, are
eligible to receive a 1% interest rate discount on residential mortgage loans for home purchases
and a 0.5% interest rate discount on refinanced residential mortgage loans. One mortgage loan was extended to
an executive officer during 2009 which amounted to $275,000.

Credit

Maximum

Principal

Amount

Interest

Interest

extended

indebtedness

repaid

outstanding

paid

incurred

Interest

Related person

Relationship

during 2009

during 2009(1)

during 2009

12/31/09

during 2009

during 2009

rate

Bowers, G. Thomas

Director

$



$

737,079

$

16,026

$

721,053

$

38,191

$

38,191

5.250

%

Cantara, Daniel

Executive officer



305,039

19,693

285,346

12,162

12,162

4.125

%

Harrington, Michael

Executive officer



223,918

5,425

218,493

9,689

9,689

4.375

%

Koelmel, John R.

Executive officer & director



577,450

12,859

564,591

29,200

29,200

5.125

%

Little, J. Lanier

Executive officer

275,000

275,000

2,397

272,603

6,213

6,213

4.000

%

Polino, Frank

Executive officer



269,874

4,570

265,304

13,725

13,725

5.125

%

Total

$

275,000

$

2,388,360

$

60,970

$

2,327,390

$

109,180

$

109,180

(1)

All loans are residential mortgage loans secured by a first mortgage on a
residential property

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(b) Exhibits

The exhibits listed below are filed herewith or are incorporated by reference to other filings.

Exhibit Index to Form 10-K/A

Exhibit 23

Consent of Independent Registered Public Accounting Firm

Exhibit 31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

FIRST NIAGARA FINANCIAL GROUP, INC.

Date: September 15, 2010

By:

/s/ John R. Koelmel

John R. Koelmel

President and Chief Executive Officer
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates
indicated.

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